Edgar Filing: OCWEN FINANCIAL CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KINGSTOWN CAPITAL PARTNERS, LLC

2. Issuer Name and Ticker or Trading Symbol
OCWEN FINANCIAL CORP [OCN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Explanation of Responses

(Last)

(First)

(Middle)

100 PARK AVENUE, 21ST FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2016

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾	04/29/2016		S		162,100	D	$ 2.2612	7,990,051	I	By Kingstown Partners Master Ltd. ⁽³⁾
Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾	04/29/2016		S		41,350	D	$ 2.2612	2,004,117	I	By Kingstown Partners II, L.P. ⁽⁴⁾
Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾	04/29/2016		S		46,550	D	$ 2.2612	2,255,832	I	By Ktown, LP ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 8.0053 ⁽⁹⁾

04/28/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

147,119

⁽⁶⁾

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.6299 ⁽⁹⁾

04/28/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

267,000

⁽⁶⁾

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 6.9496 ⁽⁹⁾

04/28/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

140,814

⁽⁶⁾

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.2136 ⁽⁹⁾

04/28/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

35,036

⁽⁶⁾

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.875 ⁽⁹⁾

04/28/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

71,381

⁽⁶⁾

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 4.9315 ⁽⁹⁾

04/28/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

14,964

⁽⁶⁾

493,611

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.6299 ⁽⁹⁾

04/28/2016

S/K⁽⁷⁾

⁽⁷⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

78,274

⁽⁷⁾

By Kingstown Partners II, L.P. ⁽⁴⁾ ⁽⁷⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 6.9496 ⁽⁹⁾

04/28/2016

S/K⁽⁷⁾

⁽⁷⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

27,246

⁽⁷⁾

By Kingstown Partners II, L.P. ⁽⁴⁾ ⁽⁷⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.2136 ⁽⁹⁾

04/28/2016

S/K⁽⁷⁾

⁽⁷⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

6,779

⁽⁷⁾

By Kingstown Partners II, L.P. ⁽⁴⁾ ⁽⁷⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 4.9315 ⁽⁹⁾

04/28/2016

S/K⁽⁷⁾

⁽⁷⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

60,222

⁽⁷⁾

37,278

By Kingstown Partners II, L.P. ⁽⁴⁾ ⁽⁷⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 8.0053 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

11,082

⁽⁸⁾

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.6299 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

60,500

⁽⁸⁾

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 6.9496 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

32,131

⁽⁸⁾

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.2136 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

7,994

⁽⁸⁾

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 7.875 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

41,681

⁽⁸⁾

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 5.75 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

33,418

⁽⁸⁾

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 4.9315 ⁽⁹⁾

04/28/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

7,410

⁽⁸⁾

136,515

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 4.9315 ⁽⁹⁾

04/29/2016

S/K⁽⁶⁾

⁽⁶⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

276,509

⁽⁶⁾

217,102

By Kingstown Partners Master Ltd. ⁽³⁾ ⁽⁶⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 4.9315 ⁽⁹⁾

04/29/2016

S/K⁽⁷⁾

⁽⁷⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

37,278

⁽⁷⁾

By Kingstown Partners II, L.P. ⁽⁴⁾ ⁽⁷⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 5.21 ⁽⁹⁾

04/29/2016

S/K⁽⁷⁾

⁽⁷⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

33,257

⁽⁷⁾

50,788

By Kingstown Partners II, L.P. ⁽⁴⁾ ⁽⁷⁾

Cash-Settled Total Return Swap ⁽¹⁾ ⁽²⁾

$ 4.9315 ⁽⁹⁾

04/29/2016

S/K⁽⁸⁾

⁽⁸⁾

08/04/2017

Common Stock, $.01 par value ⁽¹⁾ ⁽²⁾

79,405

⁽⁸⁾

57,110

By Ktown, LP ⁽⁵⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KINGSTOWN CAPITAL PARTNERS, LLC 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses
Kingstown Partners Master Ltd. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GRAND CAYMAN, GEORGE TOWN KY1-9005		X		See Explanation of Responses
Kingstown Partners II, L.P. 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses
Ktown, LP 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses
KINGSTOWN CAPITAL MANAGEMENT L.P. 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses
KINGSTOWN MANAGEMENT GP LLC 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses
BLITZER MICHAEL 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses
SHANON GUY 100 PARK AVENUE, 21ST FLOOR NEW YORK, NY 10017		X		See Explanation of Responses

Signatures

Kingstown Capital Partners, LLC; By: /s/ Michael Blitzer, Managing Member		04/29/2016
^**Signature of Reporting Person		Date
Kingstown Partners Master Ltd.; By: /s/ Michael Blitzer, Director		04/29/2016
^**Signature of Reporting Person		Date
Kingstown Partners II, L.P.; By: Kingstown Capital Partners LLC; By: /s/ Michael Blitzer, Managing Member		04/29/2016
^**Signature of Reporting Person		Date
Ktown, LP; By: Kingstown Capital Partners LLC; By: /s/ Michael Blitzer, Managing Member		04/29/2016
^**Signature of Reporting Person		Date
Kingstown Capital Management L.P.; By: Kingstown Management GP LLC; By: /s/ Michael Blitzer, Managing Member		04/29/2016
^**Signature of Reporting Person		Date
Kingstown Management GP LLC; By: /s/ Michael Blitzer, Managing Member		04/29/2016
^**Signature of Reporting Person		Date
/s/ Michael Blitzer		04/29/2016
^**Signature of Reporting Person		Date
/s/ Guy Shanon		04/29/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 4 is filed jointly by Kingstown Capital Management L.P. ("Kingstown Capital"), Kingstown Management GP LLC ("Kingstown Management"),Kingstown Capital Partners, LLC ("General Partner"), Kingstown Partners Master Ltd. ("Master Fund"), Kingstown Partners II, L.P. ("Fund II"), Ktown, LP ("Ktown"), Michael Blitzer and Guy Shanon (collectively, the "Reporting Persons"). Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the securities directly owned by the other Reporting Persons.
(2)	Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. As of April, 29 2016, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock.
(3)	Securities owned directly by Master Fund. Kingstown Capital is the investment manager of Master Fund. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Master Fund.
(4)	Securities owned directly by Fund II. General Partner is the general partner of Fund II. Kingstown Capital is the investment manager of Fund II. KingstownManagement is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Fund II.
(5)	Securities owned directly by Ktown. General Partner is the general partner of Ktown. Kingstown Capital is the investment manager of Ktown. Kingstown Management is the general partner of Kingstown Capital. Each of Mr. Blitzer and Mr. Shanon is a managing member of Kingstown Management. By virtue of these relationships, each of General Partner, Kingstown Capital, Kingstown Management, Mr. Blitzer and Mr. Shanon may be deemed to beneficially own the securities owned by Ktown.
(6)	Master Fund has entered into certain cash-settled total return swap agreements (the "Master Fund Swap Agreements") with an unaffiliated third party financial institution, which provide Master Fund with economic exposure to an aggregate of 217,102 notional shares of Common Stock. The Master Fund Swap Agreements provide Master Fund with economic results that are comparable to the economic results of ownership but do not provide Master Fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Master Fund Swap Agreements (the "Master Fund Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Master Fund Subject Shares except to the extent of its, or his pecuniary interest therein.
(7)	Fund II has entered into certain cash-settled total return swap agreements (the "Fund II Swap Agreements") with an unaffiliated third party financial institution, which provide Fund II with economic exposure to an aggregate of 50,788 notional shares of Common Stock. The Fund II Swap Agreements provide Fund II with economic results that are comparable to the economic results of ownership but do not provide Fund II with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Fund II Swap Agreements (the "Fund II Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Fund II Subject Shares except to the extent of its, or his pecuniary interest therein.
(8)	Ktown has entered into certain cash-settled total return swap agreements (the "Ktown Swap Agreements") with an unaffiliated third party financial institution, which provide Ktown with economic exposure to an aggregate of 57,110 notional shares of Common Stock. The Ktown Swap Agreements provide Ktown with economic results that are comparable to the economic results of ownership but do not provide Ktown with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Ktown Swap Agreements (the "Ktown Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Ktown Subject Shares except to the extent of its, or his pecuniary interest therein.
(9)	Represents the reference price associated with the applicable cash-settled total return swap agreement.

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